Fibrocell Science, Inc. Completes $22.8 Million Private Placement

EXTON, Pa.--(BUSINESS WIRE)--Fibrocell Science, Inc. (OTCBB: FCSC) announced today that the Company has completed a private placement with certain accredited investors, pursuant to which the Company sold to the purchasers an aggregate of 41,409,458 shares of Company common stock at a purchase price of $0.55 per share. Each purchaser also received a warrant to purchase 0.35 shares of common stock for every share of common stock acquired in the offering with an exercise price of $0.75 per share and a term of 5 years from issuance. The warrants are callable by the Company if the common stock trades over $1.75 for 20 consecutive trading days at any time after the shares underlying the warrants are registered or eligible for resale pursuant to Rule 144. The aggregate purchase price paid by the purchasers at closing for the common stock and the warrants was $22.8 million.

Pursuant to a Registration Rights Agreement between the Company and the purchasers, the Company is required to file a resale registration statement that covers the resale of the shares of common stock and the shares of common stock issuable upon the exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities. None of the shares issued to the investors nor the shares underlying the warrants to be issued to the investors will be or have been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc., (Nasdaq: RODM), and Gleacher & Company Securities, Inc., a subsidiary of Gleacher & Company, Inc. (Nasdaq: GLCH), acted as joint lead placement agents for the offering. John Carris Investments, LLC acted as co-placement agent for the offering.

About Fibrocell Science, Inc.

Fibrocell Science, Inc. (OTCBB: FCSC) is a biotechnology company focused on the development of regenerative cell therapy for aesthetic, medical and scientific applications. Fibrocell Science is committed to advancing the scientific, medical and commercial potential of autologous skin and tissue, as well as its innovative cellular processing technology and manufacturing excellence. For additional information, please visit www.fibrocellscience.com.

Forward Looking Statements

All statements in this press release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, as updated in “Item 1A. Risk Factors” in the Company's Quarterly Reports on Form 10-Q filed since the annual report. The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the Company's public filings with the SEC.